1. Parties
This agreement applies between any Client of the prontolegal.ca website and Services Corporatifs Pronto inc. (hereinafter “Pronto”), operator of Prontolegal.
2. Object of the mandate
The Client mandates Pronto to incorporate a corporation and prepare the organizational documents (resolutions and registers), to register a sole proprietorship, or to incorporate a non-profit organization, as the case may be.
3. Additional purposes
At the Client's choice, the mandate may also have other purposes, chosen by the Client in the form.
4. Scope of services
The services are rendered according to the Client's instructions delivered through the incorporation or registration form and do not include any legal opinion as to the corporate structure of the corporation to be created nor any tax planning.
5. Representation
The Client accepts that Pronto acts, in the execution of its mandate, as intermediary with the government authorities and as founder of the company/organization, and that it signs, as representative of the company/organization/business to be incorporated, the initial declaration or the declaration of registration, as the case may be.
6. Payment
The amount paid by the Client through the payment page of the Website constitutes an advance in trust for the total amount, including GST and QST, of the professional fees and disbursements.
7. Government fees
Government fees related to the incorporation or registration of the business are paid by Pronto as agent for the Client.
8. Transaction fees
The Client accepts that the costs associated with the transaction with Stripe will be borne by the Client, and that consequently no more than three percent (3%) of the total amount disbursed will be held in trust by Pronto and will instead be deducted directly by Stripe from the amount paid. This fee is non-refundable in the event that the Client terminates the mandate (in whole or in part) before it is executed.
9. Withdrawal of the mandate
In case of withdrawal of the mandate, the fees will be calculated according to the steps taken and achieved in the file.
10. Trust advance
The trust advance is deposited as soon as possible in the Pronto trust account.
11. Application to fees
The advance in trust is applied to the fees and disbursements when the fee account is issued.
12. Termination by Pronto
Pronto may terminate the contract in whole or in part if the Client fails to provide the information necessary for the performance of the mandate.
13. Registration in tax files
Amounts paid for registration in tax files (GST, QST and/or DAS) are not refundable once the company, business or organization has been incorporated or registered, and a request for information has been sent to the Client by e-mail in order to obtain the information required for registration in tax files.
14. Ultimate beneficial owners and persons with significant control
Pronto's mandate does not include the determination of ultimate beneficiaries or persons with significant control who have de facto control over the company or who employ a nominee or agent to hold shares indirectly or beneficially. These, if any, must be disclosed to Pronto in order to be declared or entered in the appropriate register.
15. Default incorporation terms
In relation to the mandate to incorporate a corporation, the Client agrees, unless otherwise specified in writing to Pronto, to the following:
- The minimum and maximum number of directors indicated in the articles of incorporation are 1 to 10;
- When the desired shareholding is expressed by the Client as a percentage, a total of one hundred (100) Class A (common) shares are issued. In cases where the percentages requested by the Client do not allow for the issuance of one hundred (100) shares, Pronto will inform the Client, who must specify in writing the number of shares to be issued to each shareholder;
- The authorized share capital of the Company is by default composed of eight (8) classes of shares, a summary of the rights and restrictions attached to each class being available to the Client upon request prior to the execution of the mandate;
- Appendices to the articles of incorporation concerning the free transfer of shares and securities and other provisions are available on request prior to incorporation;
- All requests, if any, for the issuance of shares other than Class A (common) shares, such as non-voting, preferred or control shares, must be specified in the incorporation form in the additional details section;
- For companies incorporated under Quebec law, shares are issued without a certificate;
- The minute book is black and binder-type, unless the Client chooses a print-only electronic format.